Common use of Duties of the Trust Collateral Agent Clause in Contracts

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, and Xxxxx Fargo Bank, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; and (i) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Class C Certificateholder, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's Corporate Trust Office or an officer of the Custodian receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Class C Certificateholder (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trust Collateral Agent, in its capacity as Back-up Servicer, shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, the Class C Certificateholder or the Note Insurer to the extent that such Noteholder, Class C Certificateholder or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders, the Class C Certificateholder and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent or the Custodian, as applicable, shall inform each such party (other than any Noteholder, Class C Certificateholder, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo JPMorgan Chase Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a1) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, and Xxxxx Fargo Bank, National Association hereby accepts such appointment. (b2) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; and (i) i. in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) 1. The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) ii. this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) iii. the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Class C Certificateholder, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's applicable Corporate Trust Office or an officer of the Custodian receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Class C Certificateholder (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trust Collateral Agent, in its capacity as Back-up Servicer, shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, the Class C Certificateholder or the Note Insurer to the extent that such Noteholder, such Class C Certificateholder or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders, the Class C Certificateholder and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent or the Custodian, as applicable, shall inform each such party (other than any Noteholder, the Class C Certificateholder, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo BankComputershare Trust Company, National AssociationN.A., as the Trust Collateral Agent, and Xxxxx Fargo BankComputershare Trust Company, National Association hereby N.A. xxxxxx accepts such appointment. (b) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; and (i) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's Corporate Trust Office receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trust Collateral Agent, in its capacity as Back-up Servicer, shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, the Demand Note Provider or the Note Insurer to the extent that such Noteholder, the Demand Note Provider or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent shall inform each such party (other than any Noteholder, the Demand Note Provider, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's Corporate Trust Office or an officer of the Custodian receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trust Collateral Agent, in its capacity as Back-up Servicer, shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, the Demand Note Provider or the Note Insurer to the extent that such Noteholder, the Demand Note Provider or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent or the Custodian, as applicable, shall inform each such party (other than any Noteholder, the Demand Note Provider, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo JPMorgan Chase Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as the Trust Collateral Agent, and Xxxxx Fargo Bank, National Association Deutsche Bank Trust Company Americas hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Sale and Servicing Agreement or the other Basic Documents against the Trust Collateral Agent; and (i) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actionsaction, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderpowers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability reasonably satisfactory to it is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Dealer Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s 's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo Bank, National Association Deutsche Bank Trust Company Americas by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, provided that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that which are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's Corporate Trust Office receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and the Demand Note Provider (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, the Demand Note Provider or the Note Insurer to the extent that such Noteholder, the Demand Note Provider or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent shall inform each such party (other than any Noteholder, the Demand Note Provider, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo BankIf an Indenture Event of Default has occurred and is continuing, National Association, as the Trust Collateral AgentAgent shall exercise the rights and powers vested in it by this Agreement and the Basic Documents and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs; provided, however, that, if __________, as Back-up Servicer, shall assume the duties of the Servicer pursuant to Section 8.01 or Section 8.03 of this Agreement, __________, as Back-up Servicer, in performing such duties shall use the degree of skill and Xxxxx Fargo Bankattention customarily exercised by a servicer with respect to motor vehicle contracts that it services for itself or others and in any event, National Association hereby accepts such appointmentwith no less degree of skill and care than would be exercised by a prudent servicer of similar motor vehicle retail installment sales contracts. (b) Except during the continuance of an Indenture Event of Default: (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; and (iii) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actionsaction, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this SectionSection 9.01; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur financial liability (financial or otherwise) in the performance of any of its 104 duties hereunder or in the exercise of any of its rights or powers hereunderpowers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability reasonably satisfactory to it is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (h) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingre-recording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's, the Master Servicer's, the Servicer's or the Back-up Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (hi) In no event shall Xxxxx Fargo Bank, National Association__________, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Business Trust ActStatute, common law, or the Trust Agreement. (ij) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, provided that the Trust Collateral Agent shall not act in accordance with any instructions: instructions (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; , (ii) that which are in violation of any applicable law, rule or regulation; regulation or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions. (k) At all times the capacities of Indenture Trustee and Trust Collateral Agent shall be performed by the same person. (l) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (m) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Note Policy in trust, and will hold any proceeds of any claim on the Note Policy in trust, solely for the use and benefit of the Class A Noteholders.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo JPMorgan Chase Bank, National AssociationN.A., as the Trust Collateral Agent, and Xxxxx Fargo BankXX Xxxxxx Xxxxx, National Association hereby N.A. xxxxxx accepts such appointment. (b) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Sale and Servicing Agreement or the other Basic Documents against the Trust Collateral Agent; and (iii) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actionsaction, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderpowers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability reasonably satisfactory to it is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Dealer Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s 's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo JPMorgan Chase Bank, National AssociationN.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo JPMorgan Chase Bank, National Association N.A. by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, provided that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that which are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, JPMorgan Chase Bank as the Trust Collateral Agent, and XX Xxxxxx Xxxxx Fargo Bank, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Basic Documents and no implied covenants or obligations shall be read into this Sale and Servicing Agreement or the other Basic Documents against the Trust Collateral Agent; and (iii) in the absence of bad faith or willful misconduct on its part, the Trust Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actionsaction, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; and (ii) the Trust Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is proved that the Trust Collateral Agent was negligent in ascertaining the pertinent facts. (d) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this Agreement. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderpowers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability reasonably satisfactory to it is not reasonably assured to it. (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this Section. (g) Without limiting the generality of this Section, the Trust Collateral Agent shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Dealer Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent pursuant to this Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Contracts at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s 's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts under this Agreement. (h) In no event shall Xxxxx Fargo JPMorgan Chase Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (i) Xxxxx Fargo Bank, National Association JPMorgan Chase Bank by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Indenture Trustee delivered pursuant to the Indenture promptly following receipt of such written instructions; provided, however, provided that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or this Agreement; (ii) that which are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

Duties of the Trust Collateral Agent. (a) The Issuer hereby appoints Xxxxx Fargo Bank, National Association, as the Trust Collateral Agent, prior to the occurrence of an Event of Default and Xxxxx Fargo Bankafter an Event of Default shall have been cured or waived, National Association hereby accepts such appointment. (b) (i) the Trust Collateral Agent undertakes shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trust Collateral Agent may, and at the written direction of the Note Insurer (or, if a Note Insurer Default shall have occurred and is continuing, the Majorityholders), shall exercise such of the rights and powers vested in it by this Agreement and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trust Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other Basic Documents instruments furnished to the Trust Collateral Agent that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that, the Trust Collateral Agent shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Trust Collateral Agent shall notify the Note Insurer and the Noteholders of such instrument in the event that the Trust Collateral Agent, after so requesting, does not receive a satisfactorily corrected instrument. (c) The Trust Collateral Agent shall take and maintain custody of the Schedule of Receivables included as Schedule A to this Agreement and shall retain copies of all Servicer's Certificates prepared hereunder. (d) No provision of this Agreement shall be construed to relieve the Trust Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trust Collateral Agent shall be determined solely by the express provisions of this Agreement, the Trust Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement or the other Basic Documents against the Trust Collateral Agent; Agent and (i) , in the absence of bad faith or willful misconduct on its partthe part of the Trust Collateral Agent, the Trust Collateral Agent Agent, may conclusively rely, as to rely on the truth of the statements and the correctness of the opinions expressed therein, upon in any certificates or opinions furnished to the Trust Collateral Agent and conforming to the requirements of this Agreement and the Basic Documents; however, the Trust Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement and the other Basic Documents. (c) The Trust Collateral Agent may not be relieved from liability for its own negligent actions, its own negligent failure to act or its own bad faith or willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; andAgreement; (ii) the The Trust Collateral Agent shall not be liable for any an error of judgment made in good faith by a Responsible Officer of the Trust Collateral Agent unless it is shall be proved that the Trust Collateral Agent was shall have been negligent in ascertaining the pertinent facts; (iii) The Trust Collateral Agent shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the written direction of the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and 100% of the Class C Certificateholders, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trust Collateral Agent, or exercising any trust or power conferred upon the Trust Collateral Agent, under this Agreement; (iv) The Trust Collateral Agent shall not be charged with knowledge of any Servicer Termination Event or Event of Default, unless a Responsible Officer assigned to the Trust Collateral Agent's applicable Corporate Trust Office or an officer of the Custodian receives written notice of such Servicer Termination Event or Event of Default from the Servicer, the Transferor, the Note Insurer or, after a Note Insurer Default, the Class A Noteholders evidencing not less than 25% of the Class A Note Balance and 100% of the Class C Certificateholders (such notice shall constitute actual knowledge of a Servicer Termination Event or Event of Default by the Trust Collateral Agent); and (v) The Trust Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (e) The Trust Collateral Agent may, but shall not be required to, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall have been provided with indemnity against such risk or liability in form and substance satisfactory to the Trust Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Trust Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trust Collateral Agent, in its capacity as Back-up Servicer, shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. (f) Except for actions expressly authorized by this Agreement, the Trust Collateral Agent shall not take action reasonably likely to impair the security interests created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. (g) All information obtained by the Trust Collateral Agent regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Trust Collateral Agent, in confidence and shall not be disclosed to any other Person, all in accordance with the Federal Financial Privacy Law; provided that, nothing herein shall prevent the Trust Collateral Agent from delivering copies of such information whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants to the extent necessary to carry on the Trust Collateral Agent's business in the ordinary course, (ii) any Noteholder, any Class C Certificateholder or the Note Insurer to the extent that such Noteholder, such Class C Certificateholder or the Note Insurer is entitled to such information under this Agreement or any other Basic Document, but not otherwise, (iii) any governmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any nationally recognized rating agency in connection with the rating of the Notes by such agency, or (v) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which the Trust Collateral Agent is a party, (d) in order to enforce the rights of the Noteholders, the Class C Certificateholders and the Note Insurer hereunder or under any other Basic Document, or (e) otherwise, in accordance with the Federal Financial Privacy Law; provided, that, prior to any such disclosure, the Trust Collateral Agent or the Custodian, as applicable, shall inform each such party (other than any Noteholder, any Class C Certificateholder, the Note Insurer or any other party to the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its commercially reasonable best efforts to cause such party to comply with such requirements. (h) Money held in trust by the Trust Collateral Agent need not be segregated from other funds except to the extent required by law or the terms of this AgreementAgreement or the Indenture. (e) No provision of this Agreement shall require the Trust Collateral Agent to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (fi) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Collateral Agent shall be subject to the provisions of this SectionSection 10.1. (gj) The Trust Collateral Agent shall, and hereby agrees that it will, perform all of the obligations and duties required of it under this Agreement. (k) The Trust Collateral Agent shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust, solely for the use and benefit of the Noteholders. (l) Without limiting the generality of this SectionSection 10.1, the Trust Collateral Agent shall have no duty (Ai) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Contracts which secure certain of the Loans or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecordingrecording, refiling or redepositing of any thereof, (Bii) to see to any insurance on of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (Ciii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the TrustPledged Property, (Div) to confirm, recalculate confirm or verify the contents or accuracy of any reports or certificates delivered to the Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust Agreement believed by the Trust Collateral Agent to be genuine and to have been signed or presented by the proper party or parties, or (Ev) to inspect the Contracts Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s's, the Seller’s Transferor's or the Servicer’s 's representations, warranties or covenants or the Servicer’s 's duties and obligations as Servicer servicer and as custodian of the Dealer Agreements, the Purchase Agreements, the original Certificates of Title relating to the Financed Vehicles and the Contracts Receivable Files under this Agreement. (hm) In no event shall Xxxxx Fargo JPMorgan Chase Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement. (in) Xxxxx Fargo Bank, National Association by its execution hereof accepts its appointment as Trust Collateral Agent under the Indenture and this Agreement. The Trust Collateral Agent shall act upon and not be required to give any bond or surety in compliance with the written instructions respect of the Indenture Trustee delivered pursuant powers granted to the Indenture promptly following receipt of such written instructions; provided, however, that the Trust Collateral Agent shall not act in accordance with any instructions: (i) which are not authorized by, or in violation of the provisions of, the Indenture or it under this Agreement; (ii) that are in violation of any applicable law, rule or regulation; or (iii) for which the Trust Collateral Agent has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where the Indenture or this Agreement provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.